AGREEMENT OF PARTNERSHIP OF _____________________ A CALIFORNIA LIMITED LIABILITY PARTNERSHIP This Agreement of Partnership (the "Agreement") is made as of the this

the ___ day of ____, 20__ , by and between , who shall constitute Partners (the "Partners") of this partnership (the "Partnership"), and such other persons as may from time to time e ecute this Agreement as Partners! RECITALS" A! The Partners desire to form a #alifornia limited liability partnership to practice architecture in the $tate of #alifornia, pursuant to $ection %&'() of the #alifornia #orporations #ode* and +! The Partners are all of the partners of the Partnership, and each Partner is duly licensed by the #alifornia Architects +oard! ,ow, Therefore, the Partners agree as follows" 1. BASIC PROVISIONS!

$ection %!% Name. The name of the Partnership shall be ! The partnership is a limited liability partnership registered under the laws of the $tate of #alifornia! $ection %!2! Purpose! The purpose of the Partnership shall be to engage in the practice of architecture in the $tate of #alifornia in accordance with the #alifornia +usiness and Professions #ode and all rules of practice and other regulations adopted by any courts and administrati-e bodies before which the Partners or the associates of the Partnership shall be admitted to practice! $ection %!)! Lo a!"o#! The principal place of business of the Partnership shall be located at or at such other or additional locations as may be agreed on by the Partners! $ection %!.! Term o$ !%e Par!#ers%"p. This Partnership shall continue until terminated as pro-ided herein, unless earlier dissol-ed by the Partners, or by a final order of decree as pro-ided in the /niform Partnership Act of the $tate of #alifornia ($ections %(00% et! se0! of the #alifornia #orporations #ode)! The Partnership does not automatically dissol-e if or when the Partnership changes its status from a limited liability partnership to another business form, such as a general partnership! 1

$ection %!(! L"m"!e& L"a'"("!)! This Partnership has fulfilled all re0uirements necessary to secure its status as a limited liability partnership! ,othing in this Agreement is intended to render the Partners liable for Partnership obligations for which they are not personally liable under #alifornia #orporations #ode $ection %(0%((b)! This $ection o-errides any other pro-ision in this Agreement that is or might be interpreted as inconsistent with this principle! *. CAPITAL ACCO+NTS $ection 2!% Cap"!a( A ou#!s! The interests of the Partners in the capital of the Partnership shall be as specified on 1 hibit "A" hereto and shall be 2ept e0ual during the term of the Partnership! The Partnership shall maintain each capital account in accordance with Treasury 3egulations $ection %!40.5%(b)(2)(i-)! $ection 2!2 A&&"!"o#a( Co#!r"'u!"o#s. 6hene-er it is determined by a ma7ority of the Partners that the capital of the Partnership is, or is li2ely to become, insufficient for the conduct of the Partnership business, they may, by written notice, call for additional contributions to capital in proportion to each Partner8s interest in the capital of the Partnership! Any such contributions shall be deducted from the Partners8 drawing accounts within thirty days thereafter! $ection 2!) ,"!%&ra-a(s o$ Cap"!a(. The Partners may withdraw capital from the Partnership on a pro rata basis upon unanimous agreement of the Partners* pro-ided, howe-er, that in no e-ent shall the aggregate capital accounts of the Partners fall below 92(,000! Prior to the withdrawal of capital from the Partnership, the Partners shall cause the Partnership to pay, or ma2e pro-ision for, all outstanding obligations and liabilities of the Partnership! $ection 2!. I#!eres!. ,o Partner shall be entitled to recei-e interest on his capital account! $ection 2!( Loa#s. The Partners may ma2e loans of funds to the Partnership upon the appro-al of a ma7ority of the Partners! $ection 2!& Dra-"#. A ou#!s A separate drawing account shall be established for each Partner! 1ach Partner8s distributi-e share of net profits or net losses (as those terms are defined below) shall be credited or charged to the indi-idual Partner8s drawing account! The Partners shall be entitled to withdraw funds from their respecti-e drawing accounts as they shall agree, e cept that such withdrawals shall not impair the wor2ing capital re0uired for Partnership operations! 6ithdrawals (other than those in reduction of capital accounts in accordance with $ection 2!) abo-e) shall be charged to the indi-idual drawing accounts of the Partners! /. PROFITS AND LOSSES $ection )!% De$"#"!"o#! :or the purposes of this Agreement, the terms "net profits" and "net losses" shall mean the net profits and net losses of the Partnership (including gains and losses on the sale of assets) determined in accordance with generally accepted accounting principles applied on a consistent basis, as modified by the use of the cash basis method of accounting, without deduction for federal and state income ta es! 2

$ection )!2 A((o a!"o#! ,et profits and net losses of the Partnership shall be allocated in accordance with the points and percentages set forth on 1 hibit + hereto (the "Partnership Percentages")! 0. MANAGEMENT $ection .!% Vo!"#.. 1 cept as otherwise pro-ided herein, each Partner shall ha-e an e0ual -ote in the management and operation of the Partnership, and all actions of the Partnership shall re0uire the -ote of a ma7ority of the Partners! ;n the e-ent any -ote of the Partners results in a tie, then the -ote of shall be determinati-e! <ecisions with respect to allocation of Partnership Percentages shall be determined solely by the -ote of a ma7ority of those Partners who hold %00 points (as specified on 1 hibit + hereto, as it may be amended from time to time)! $ection .!2 Rou!"#e Opera!"o#s. 1ach Partner may independently conduct the ordinary and necessary business of the Partnership without consulting any other Partner* pro-ided, howe-er, that no Partner may commit the Partnership to any agreement, contract or obligation if the consideration therefor e ceeds 9(,000, without the consent of all the Partners! 1. ,ITHDRA,AL2 REMOVAL AND ADMISSION OF PARTNERS $ection (!% ,"!%&ra-a(. A Partner may withdraw from the Partnership upon deli-ery of &0 days ad-ance written notice to the Partnership! /pon receipt of such a notice, the other Partners may, by a ma7ority -ote (e cluding the -ote of the withdrawing Partner), accelerate the date of withdrawal by written notice to the withdrawing Partner! $ection (!2 Remo3a(. A Partner shall be remo-ed from the Partnership, and shall ha-e no further rights or responsibilities as a Partner, upon the occurrence of any of the following e-ents" (a) The failure of a Partner to be duly licensed by the #alifornia Architects +oard* (b) The ban2ruptcy of the Partner* (c) The death or total disability of the Partner* and (d) An action is ta2en to remo-e a Partner by a ma7ority of the Partners (including the Partner to be remo-ed)! $ection (!) A&m"ss"o# o$ Ne- Par!#ers. The Partners may, from time to time by a ma7ority -ote, determine to admit new Partners upon such terms and conditions as they shall agree and which shall be reflected in written amendments to this Agreement! Any such new Partners shall be bound by the terms and conditions of this Agreement! $ection (!. Pa)me#!s !o ,"!%&ra-# or Remo3e& Par!#ers4 I#&em#"!)! A Partner who withdraws from the Partnership or who is remo-ed from the Partnership (other than upon death 3

or total disability) shall be entitled to recei-e, in full payment for and satisfaction of his interest in the Partnership, an amount e0ual to his capital as specified on 1 hibit "A" hereto, which shall be paid in the form of a promissory note e ecuted on behalf of the Partnership! The promissory note shall not bear interest, and shall be payable on such terms as the remaining partners shall determine, e cept that the principal balance of the note shall all be due and payable no later than the second anni-ersary of the date of the note* pro-ided, howe-er, that if there are at any time notes outstanding to two or more withdrawn or remo-ed partners, and payment of the note or notes within the two year period would impair the capital of the Partnership, the term of the notes may be e tended up to fi-e years by -ote of a ma7ority of the Partners! <eli-ery of the promissory note to the withdrawn or remo-ed Partner shall be in lieu of any other interest in the Partnership, including, without limitation, fi ed assets, net income, drawing accounts, future income and goodwill! The Partnership shall indemnify and hold harmless any withdrawn or remo-ed Partner from and against any damages or losses (including reasonable attorneys8 fees) incurred or suffered by such withdrawn or remo-ed Partner arising out of the actions or omissions of the Partnership after the date of withdrawal or remo-al! $ection (!( Or.a#"5a!"o# o$ Compe!"!"3e A !"3"!). 1ach Partner co-enants and agrees that he will not, while a Partner of the Partnership, (i) underta2e planning for or organi=ation of any architectural firm or practice competiti-e with the practice of the Partnership, (ii) combine with other Partners or employees of the Partnership to organi=e any such acti-ity, or (iii) contact any clients or employees of the Partnership in connection with any such acti-ity! $ection (!& Fu!ure Bus"#ess! ;n the e-ent a withdrawn or remo-ed Partner continues in the pri-ate practice of architecture after withdrawal or remo-al, and performs ser-ices (either directly or through a firm, partnership or other professional ser-ices organi=ation) for any person or entity that was or had been a client of the Partnership at any time during the preceding two years (or any subsidiary or affiliate of any such client), then the withdrawn or remo-ed Partner shall pay to the Partnership an amount e0ual to 2(> of the gross re-enues from accounting ser-ices deri-ed by the withdrawn or remo-ed Partner (or his or her firm or other organi=ation, as the case may be) to the Partnership to compensate it for the losses that the Partnership will suffer as a result! This pro-ision shall apply for a period of three years following remo-al or withdrawal of the Partner! The Partnership shall ha-e the right to audit the boo2s and records of the withdrawn or remo-ed Partner (or his firm or organi=ation, as the case may be) during such three year period to monitor compliance with this section! 6. DISSOL+TION $ection &!%! E3e#!s Caus"#. D"sso(u!"o# This Partnership shall be dissol-ed upon the happening of any of the following e-ents" &!%!% 6ritten notice, deli-ered to all Partners by a Partners holding a ma7ority of the capital specified on 1 hibit "A" hereto, that the Partnership is dissol-ed* or &!%!2 The withdrawal or remo-al of any Partner or Partners owning (0> percent or greater of the capital specified on 1 hibit "A" hereto! 4

$ection &!2! E3e#!s No! Caus"#. D"sso(u!"o#! This Partnership shall not be dissol-ed and shall continue to be conducted as a Partnership under the terms of this Agreement upon the happening of any of the following e-ents" &!2!% The withdrawal or remo-al of a Partner or Partners ha-ing less than (0> of the capital specified on 1 hibit "A" hereto* or &!2!2 The death, ban2ruptcy or incapacity of a Partner* or &!2!) The admission of a new Partner pursuant to the terms of this Agreement and in compliance with the terms and pro-isions of the #alifornia /niform Partnership Act! ,otwithstanding the foregoing, within si ty days of the occurrence of any such e-ents, the Partnership may be dissol-ed pursuant to the -ote of Partners holding a ma7ority of the capital specified on 1 hibit "A" hereto! ;n the e-ent said ma7ority -otes to dissol-e the Partnership, the Partnership shall be terminated and wound up according to the terms and conditions of $ection &!(! $ection &!)! Op!"o# !o ,"#& +p or Co#!"#ue! /pon the occurrence of an e-ent causing dissolution of this Partnership, the remaining Partners shall ha-e the right either to terminate and wind up the Partnership or to continue the Partnership business under the present name pursuant to a -ote representing the ma7ority of the capital specified on 1 hibit "A" hereto, upon the payment by the Partnership to the separating Partner or his personal representati-e, of his capital under the pro-isions of $ection (!. of this Agreement! 6ritten notice of the e ercise of the option to purchase shall be gi-en to the separating Partner or his legal representati-e within thirty days after the e-ent gi-ing rise to this option! ;f the separating Partner is a Partner whose name appears as part of the business name of the Partnership, the separating Partner or his legal representati-e can demand that his name be immediately deleted from the Partnership name and the remaining Partners shall be obligated to so comply! $ection &!.! Co#!"#ua!"o# The continuing Partners shall be responsible for all obligations and liabilities of the Partnership set forth upon the boo2s of account of the Partnership as of the effecti-e date of separation and shall indemnify the separating Partner from any action thereafter arising out of such obligations and liabilities! $ection &!(! Term"#a!"o# ;f the remaining Partners elect to terminate and wind up the Partnership, they shall windup and li0uidate the Partnership in the manner deemed most e peditious to them! The Partners shall ha-e the right to sell any and all of the assets of the Partnership, to pay debts and liabilities, and to distribute the proceeds of the Partnership in cash, if any, or in 2ind! The Partnership shall not engage in any further business thereafter other than that necessary to windup the business and distribute the assets! The maintenance of the offices shall not be deemed a continuation of the business for purposes of this section! The Partners shall continue to di-ide profits and losses during the winding up period in the same ratio as profits and losses were di-ided prior to dissolution! After the payment of all debts and liabilities of this 5

Partnership, or after ade0uate pro-ision has been made to pro-ide for payment of all such debts and liabilities, the Partnership shall distribute the assets of the Partnership, in cash or in 2ind, or a combination of both, in the manner specified in #alifornia #orporations #ode $ection %(0.0(b), in accordance with the positi-e capital account balances of the partners, after ta2ing into account income and loss allocations for the Partnership8s ta able year during which li0uidation occurs! The Partners shall loo2 solely to the assets of the Partnership for the return of their in-ested capital, and no Partner shall be liable to the other for the return of his in-ested capital! 7. MISCELLANEO+S PROVISIONS $ection 4!%! Suspe#s"o# o$ Ar %"!e !8s L" e#se. ;f the license of any Partner to practice architecture is suspended or re-o2ed, that Partner shall be deemed to ha-e -oluntarily separated from the Partnership as of the date of such suspension or re-ocation! $ection 4!2! E9e u!e& Cou#!erpar!s This Agreement may be e ecuted in any number of counterparts, and all counterparts shall be considered together as one agreement! ;n the e-ent that any signature is deli-ered by facsimile transmission or by e5mail deli-ery of a "!pdf" format data file, such signature shall create a -alid and binding obligation of the party e ecuting (or on whose behalf such signature is e ecuted) with the same force and effect as if such facsimile or "!pdf" signature page were an original thereof! $ection 4!) I#&em#"$" a!"o# 1ach Partner shall indemnify and hold harmless the Partnership and each of the other Partners from any and all loss, e pense, liability or other damage resulting from or arising out of any alleged act of nonfeasance, malfeasance, negligence, professional malpractice or misconduct on the part of that Partner, to the e tent that the amount e ceeds the applicable insurance carried by the Partnership, or is not satisfied thereby! $ection 4!. A&&"!"o#a( Do ume#!a!"o#! The Partners hereto agree to e ecute, ac2nowledge and cause to be filed and recorded, any and all state law limited liability partnership related filings, including, but not limited to, a #ertificate of 3egistration with the $ecretary of $tate and the $tate Architects +oard and any and all amendments to such documents, and such other documents, notices and certificates which may be necessary or con-enient under the laws of the $tate of #alifornia! $ection 4!&! Ame#&me#!s "# ,r"!"#. !This Agreement may be amended at any time and from time to time, by a writing signed by a ma7ority of the Partners! $ection 4!& Su essors a#& Ass".#s. 1 cept as e pressly pro-ided in this Agreement, each and all of the co-enants, terms, pro-isions, conditions and agreements herein contained shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto! $ection 4!4! No!" es! Any written notice to any of the Partners re0uired or permitted under this Agreement shall be deemed to ha-e been duly gi-en on the date of ser-ice if ser-ed personally on the party to whom notice is to be gi-en, by lea-ing a copy of the notice at the Partner8s office during regular business hours, or on the third day after mailing if mailed to the 6

party to whom notice is to be gi-en, by first5class mail, registered, postage prepaid, and addressed to the addressee at the address stated below his name on the signature page below or at the most recent address, specified by written notice, gi-en to the sender by the addressee under this pro-ision! ,otices on the Partnership shall be similarly gi-en, and, if mailed, addressed to the Partnership8s principal place of business! $ection 4!?! Se3era'"("!) 1ach and e-ery pro-ision of this Agreement is se-erable and independent of any other term or pro-ision of this Agreement! ;f any term or pro-ision hereof is held -oid or in-alid for any reason by a court of competent 7urisdiction, such in-alidity shall not affect the remainder of this Agreement! $ection 4!'! A!!or#e)s: Fees ;f any legal action is necessary to enforce the terms and conditions of this Agreement, the pre-ailing party shall be entitled to costs and reasonable attorneys8 fees as determined by the court! $ection 4!%0! E#!"re A.reeme#! This Agreement represents the entire understanding between the parties with respect to the sub7ect matter hereof, and supersedes any prior representations or understandings, including without limitation, all pre-ious partnership agreements, supplements, and addenda thereto! $ection 4!%% R".%! !o Spe "$" Per$orma# e! The parties agree that the Partnership and its property are uni0ue and of great importance to them! :or this reason, among others, the parties will be irreparably damaged if this Agreement is not specifically enforced! The parties further agree that the terms and conditions of this Agreement are definite and certain and each party is aware of his or her obligations to each other party! Accordingly, in the e-ent of any contro-ersy concerning the right or obligation to purchase, sell, transfer, or assign or any other act pursuant to this Agreement, such right or obligation shall be enforceable in court by a decree of specific performance! $uch remedies shall be cumulati-e and none clusi-e, being in addition to all other remedies which the parties may ha-e! ;n 6itness 6hereof, the Partners ha-e e ecuted this Agreement as of the date first abo-e written! (signatures)

E9%"'"! A Cap"!a( A ou#!s Partner Amount

E9%"'"! B Par!#ers%"p Per e#!a.es a#& Po"#!s Partner Percentage Points